Exhibit 10.2
SECOND AMENDMENT TO LEASE
1. PARTIES
1.1 THIS AGREEMENT made the 26th day of July, 2001 is between XXXX-XXXX
REALTY, L.P. ("Lessor") whose address is c/o Xxxx-Xxxx Realty
Corporation, 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 and MOVADO
GROUP, INC. ("Lessee"), whose address is 000 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000.
2. STATEMENT OF FACTS
2.1 Lessor and Lessee entered into a Lease dated December 21, 2000, as
amended by First Amendment dated December 21, 2000 (the "Lease")
covering approximately 57,535 gross rentable square feet on the third
(3rd) floor ("Premises") in the building located at Xxxx Centre II,
One Xxxx Drive, Paramus, New Jersey ("Building"); and
2.2 Lessee wishes to install a receiving antenna which includes one (1)
eighteen inch satellite dish and related equipment including any cable
or signal lines, any receivers amplifiers, electrical power supplies,
motor's or other electronic equipment and any masts, supporting
structures, guy wires, anchors, equipment shelters or other structures
(hereinafter the "Antenna") on a portion of the roof of the Building
as approved by Lessor; and
2.3 Lessor is willing to allow Lessee to utilize a portion of the roof of
the Building designated by Lessor for the placement of the Antenna on
the terms and conditions set forth below.
3. TERMS OF AGREEMENT
NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter, Lessor and Lessee agree as follows:
3.1 The above recitals are incorporated herein by reference.
3.2 All capitalized and non-capitalized terms used in this Agreement which
are not separately defined herein but are defined in the Lease shall
have the meaning given to any such term in the Lease.
3.3 Lessor hereby grants to Lessee the right and privilege to occupy a
portion of the roof of the Building designated by Lessor so that
Lessee may install, use, operate, maintain, repair and replace, the
Antenna, in compliance with the provisions of this Agreement.
3.4 The rights of Lessee under this Agreement are non-exclusive and Lessor
shall have the continued ability to lawfully allow other parties, or
itself, the right to install other equipment on the roof of the
Building.
3.5 Lessee acknowledges it has examined the portion of the roof of the
Building designated by Lessor under Section 3.3 above and accepts same
in its "AS-IS" condition and agrees that Lessor is under no obligation
to perform any work or provide any materials to prepare the roof or
the Building for Lessee's Antenna. Lessee acknowledges no
representation has been made by Lessor as to the condition or the
suitability of the roof of the Building for the use of Lessee's
Antenna for which the Lessee is granted herein, or whether such use is
permissible under any applicable laws.
3.6 The Antenna may be used only in connection with business operations
conducted by Lessee in the Premises and at other locations. The
Antenna may not be used for common carrier telecommunication services
or for private telecommunication
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services to anyone other than Lessee. The Antenna shall be installed,
used, operated and maintained solely at the expense of Lessee. Lessee
shall coordinate the installation activities with Lessor and shall neither
bring the Antenna or any associated equipment to the site, nor commence
its installation at the Building, without first giving Lessor reasonable
notice of the date and time of the planned installation.
3.7 The Antenna shall in all cases be installed, used, operated, maintained
and removed in compliance with the following requirements: (1) the Antenna
shall not interfere in any way with the Building's existing engineering,
window washing or other maintenance functions; (2) the Antenna must be
properly secured and installed so as not to be affected by high winds or
other elements; (3) the Antenna must be properly grounded; (4) the weight
of the Antenna shall not exceed the load limits of the Building; and (5)
in no event shall the Antenna or any appurtenant wiring or cable interfere
with or otherwise affect the electrical, mechanical, structural, life
safety or other building systems of the Building.
3.8 Lessee shall bear all costs and expenses in connection with the
installation, use, operation, maintenance, and removal of the Antenna,
including all costs relating to the repair of any damage to the roof or
other parts of the Building caused directly by any such installation, use,
operation, maintenance or removal, including without limitation water
damage or other damage resulting from the elements.
3.9 The use of the Antenna and the location thereof on the Building shall at
all times be in compliance with and permitted by all applicable
governmental laws, codes, rules, and regulations including zoning and
building laws and laws administered by the Federal Communication
Commission and the Federal Aviation Administration. Lessee shall be
responsible for, and procure at its sole cost and expense, any approvals
and/or permits necessary for the installation and operation of the
Antenna. Any such permit application must be coordinated with Lessor prior
to filing. A copy of said permits and/or approvals shall be delivered to
Lessor prior to the installation of the Antenna.
3.10 Notwithstanding the foregoing, the Antenna will not cause any interference
to Lessor's use or operation of the Building. Lessee shall take all steps
required to insure that the location and operation of the Antenna shall
not interfere with or adversely effect (i) transmission by other
communication facilities located within the Building or on the roof of the
Building and used by Lessor or any other present or future tenants of the
Building; (ii) other tenant's use and enjoyment of its leased space or the
common areas of the Building; or (iii) neighboring landowners. If the
location or operation of the Antenna causes such interference, Lessee
shall, within forty-eight (48) hours of notice from Lessor, take all steps
necessary to correct and eliminate to Lessor's satisfaction such
interference, or remove the Antenna. Lessee will indemnify, defend and
hold harmless Lessor and its agents from and against any and all claims
for damages due to its Antenna or the transmissions therefrom which cause
any such interference. Lessor will notify Lessee of any claim from third
parties of alleged interference created by Lessee's installation or from
transmissions or receptions from such installations. Upon receipt of any
notification from Lessor of any such claimed interference, Lessee will
undertake the handling of such claim and shall indemnify, defend and hold
harmless Lessor and its agents from and against any and all cost and
expenses arising by reason of such claim. As part of the installation of
the Antenna, Lessee will appropriately filter and trap any and all
byproducts or interference through existing broadcast installations and
their signals or through other appropriate means.
3.11 If Lessor, for any reason, is unable to obtain any required access through
adjoining premises or space occupied by other tenants, Lessor will
promptly notify Lessee and terminate Lessee's right to install the
Antenna.
3.12 Prior to the installation of the Antenna, Lessee shall, at its cost and
expense, prepare and deliver to Lessor working drawings, plans and
specifications (the
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"Plans") detailing the exact location and size of the Antenna and
method of the installation and use of the Antenna. No installation
shall commence until Lessor has approved the Plans, which approval
shall not be unreasonably withheld or delayed. Lessee shall install
the Antenna and all wires, cables and other components strictly in
the manner shown on the Plans. Such installation shall be performed
(i) upon reasonable prior notice to Lessor, (ii) in a safe manner
consistent with generally accepted construction standards and (iii)
in such a way as to minimize interference with the operation of the
Building. Each contractor performing any portion of Lessee's
installation of the Antenna shall be subject to Lessor's approval,
which approval shall not be unreasonably withheld or delayed.
3.13. Lessee shall install all screening reasonably required by Lessor
such that the Antenna shall not be visible from any portion of the
ground constituting the Common Areas. The Antenna shall not display
any name, logo, or identity whatsoever visible from any portion of
the ground or be used for advertising of products or services. No
marking lighting of the Antenna will be permitted.
3.14 Lessee shall keep the Antenna in good order, repair and condition
throughout the term of this Agreement and shall bear the cost of
repairing any damage to the Building resulting from the
installation, maintenance, relocation, use and removal of the
Antenna, including any roof repairs and consequential damages
resulting from roof leaks. Lessor shall have the option to perform
such work and Lessee shall reimburse Lessor for such reasonable
costs, on demand.
3.15 Lessee may not install the Antenna in a manner which will void or
impair any then existing roof warranty. All work in connection with
the roofing surface shall be performed by Lessor's roofing
contractor at Lessee's sole cost and expense.
3.16 Access by Lessee and its employees, agents, and contractors to
portions of the Building outside the Premises for the installation,
maintenance, repair, operation, and use of the Antenna is subject to
reasonable rules and requirements of Lessor, including any
requirement that work on the Antenna be performed at times and under
the supervision of persons designated by Lessor.
3.17 At Lessor's request, Lessor shall obtain and pay for (i) the
services of a structural engineer acceptable to Lessor, (i) the
design of any additional roof supports required to support the
Antenna and (ii) the monitoring of the installation thereof.
3.18 Lessee shall pay Lessor, on demand, the reasonable cost Lessor
typically charges for (i) determining the location of the Antenna
and its associated wiring, (ii) the cost of reviewing the Plans and
monitoring such installation, (iii) the cost of coordinating and
obtaining any certification as to the continuation of the roof
guarantee and (iv) any other reasonable cost incurred by Lessor
resulting from Lessee's installation, use or removal of the Antenna.
3.19 The term of this Agreement shall commence upon the date the Lessee
is in receipt of a building permit applicable to the installation of
the Antenna ("Commencement Date") and shall expire on the Expiration
Date stated in the Lease unless otherwise extended.
3.20 From and after the Commencement Date, Lessee shall pay Lessor a fee
for the use of space outside the Premises for the Antenna in the
amount of $100.00 dollars in advance each month during the term
stated in Paragraph 3.19 above, without any demand, counterclaim,
deduction or setoff. All monthly installments of this fee shall be
deemed Additional Rent under the Lease. If the term commences on a
day other than the first day of a month, the fee shall be prorated
for that first month for the number of days from the Commencement
Date to the end of the month.
3.21 The Antenna shall remain Lessee's personal property and shall be at
the Building
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at the sole risk of the Lessee and Lessor shall not be liable for
damage thereto or theft, misappropriation or loss thereof. At the
termination of the Lease, or any renewal or extension thereof, the
Antenna and all related equipment and wiring shall be removed by
Lessee, at Lessee's sole cost and expense, and Lessee shall at that
time repair any damage caused by the such installation and removal
thereof.
3.22 Lessor may, upon twenty (20) days prior written notice to Lessee,
require Lessee to relocate the Antenna and such associated cables,
wiring and components to another location on the roof, and Lessee
shall do so at its sole cost and expense.
3.23 Notwithstanding the above, Lessee shall, at its sole cost and
expense, within thirty (30) days after receipt of written notice
from Lessor that a comparable communications system has been
installed, remove the Antenna and commence using such comparable
communication system provided by Lessor or its designee. Lessee
shall have no liability or responsibility for the costs associated
with the acquisition and installation of such system.
3.24 Lessee agrees that except to the extent arising directly from the
negligence or willful misconduct of Lessor or its agents, employees,
representatives and/or contractors, but subject to the terms of the
Lease, Lessor shall not be liable for any damage or liability of
any kind or for any injury to or death of persons or damage to
property resulting from any cause whatsoever relating to the
installation, use, maintenance, relocation or removal of the Antenna
and its associated wiring, cables, and other components and Lessee
hereby agrees to protect, defend, indemnify and save harmless Lessor
and its agents from all claims, actions, demands, costs, expenses
and liability whatsoever, including reasonable attorneys fees, on
account of any such real or claimed event, damage or liability and
from all liens, claims and demands arising from any occurrence
relating to the installation, use, repair, maintenance, relocation
or removal of the Antenna, including any roof leaks, roof repairs
and consequential damages resulting from the same or occasioned in
whole or in part by any act or omission of Lessee, its agents,
contractors, servants, employees or invitees. Lessee's obligations
under this provision shall survive the expiration or sooner
termination of this Agreement.
3.25 Lessee hereby represents to Lessor that there exists no default
under the Lease either by Lessee or Lessor.
3.26 Except as expressly amended herein, the Lease covering the
Premises shall remain in full force and effect, and Lessor and
Lessee hereby ratify and confirm all of the terms and conditions
thereof.
3.27 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives,
successors and permitted assigns.
3.28 Each party agrees that it will not raise or assert as a defense to
any obligation under the Lease or this Agreement or make any claim
that the Lease or this Agreement is invalid or unenforceable due to
any failure of this document to comply with ministerial requirements
including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar
requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due
to any of the foregoing.
IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.
XXXX-XXXX REALTY, L.P., MOVADO GROUP, INC.
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LESSOR LESSEE
By: Xxxx-Xxxx Realty Corporation, By: /s/ Xxxxxxx X. Xxxxxxxxx
its general partner -----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxxxx Administration
----------------------------- Movado Group Inc.
Xxxxxxx X. Xxxxxxxx
Executive Vice President
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